Study On Legal Issues Relating To Shareholders Withdrawing Capital

The legal issue of capital flight is a long-term issue in company law.In the context of the reform of the Company Law and the reform of the registered capital system in 2013,the corporate governance and regulation of the Company Law presents a new idea of relaxing the threshold and strengthening the operation control after establishment.Therefore,shareholders withdrawing capital,which is the regulatory focus after the establishment of the company,should be changed compared with the previous reform.It is necessary to redefine the connotation of capital flight to discuss the specific application of its rules.The first part of the article discusses the necessity of regaining the legal issue of capital flight.The amendment of the Company Law in 2013 and the drastic reform of the registered capital system have challenged the definition and application of the shareholder's capital flight.Meanwhile,the extensive involvement in the multi-jurisdictional domain also deepens the necessity to interpret and clarify the basic legal issues in the upstream law of corporate law.The second part of the article focuses on the definition of connotation of capital flight.This paper argues that there is a lack of legal norms and judicial practice in the definition of the connotation of capital flight,and the results of academic research are flawed,and I can't get a positive solution with the method of system explanation.In the end,the paper chooses to interpret the connotation of capital flight from the angle of the principle of capital maintenance,and draws a conclusion by discussing the new round of research results on the principle of capital maintenance.Capital flight means that the shareholder(usually the controlling shareholder of the company)obtains property from the company in violation of statutory or contractual terms after the actual capital contribution,causing the company to suffer losses from abnormal commercial risks.The scope of capital flight is not limited to the registered capital,but should be the company's total assets.The third part of the article discusses the scope of application and specific forms of identification.In the context of the scope of application,the author argues that the scope of shareholders' appropriation is not narrowed and still applies to all types of companies in the context of the new company law.In this regard,the Criminal Law Article 159 of the legislative interpretation of the application of the crime of capital flight is not worthy of praise,the scholars on the withdrawal of investment is no longer applicable to the subscription system of the reasons for the same argument is not established.on the issue of the identification of specific forms of expression of capital flight,This article analyzes the manifestation of the Article 12 of Judicial Interpretation of Company Law one by one.Among them,false financial statements to inflate the distribution of profits and fictitious debt and debt transfer out of the two easy to identify,it is difficult to identify the difficulty associated with the form of flight financing.Among them,false financial statements to inflate the distribution of profits and the relationship between the fictitious debt and debt transfer out of the two are easy to identify,the difficulty lies in the identification of affiliated transactions in the form of capital flight.Based on the reality of China's related party transactions and the complex nature of its own nature,this paper studies the rules on the recognition of foreign investment in related party transactions,and the author affirms that the principle of abstention of shareholders' rights should be extended to the credit obligation or fiduciary duty of shareholders,which can be used as the basis of legal theory and draw lessons from the safe harbor rules of the common law country.In the fourth part of the article,the author notes that the practice of fleeing capital in practice is also an important reason for the application of corporate personality denial system,shareholders of the fund-raising behavior may lead to two different forms of responsibility.Based on the significant differences between Article 20 of the Company Law and the Article 14 of the Judicial Interpretation of Company Law 3 and the unclear status of the judicial decision on this issue,this paper argues that it is necessary to clarify the applicable limits of the two different forms of liability.Specifically,at the macro level,this paper puts forward that the distinction between the two responsibilities should insist on the principle of equity balance and fairness,and combine the creditor's type,the company's long-term debt repayment ability and the specific situation of the transaction.At the micro level,this article makes a concrete analysis on the capital shortage caused by the behavior of capital flight,the mixed personality of the company and the shareholders,and the excessive control over the denial of the three kinds of personality,so as to find out the specific circumstances of unlimited joint liability under the system of denial of personality of corporate law.The overall argument for this writing follows a step-by-step approach.First of all,put forward the problem and carry out the necessity analysis;Second,clarify the concept and clarify the application of the principle of flight capital;Thirdly,the paper analyzes the scope of application of the capital flight,and studies the specific identification of the expressive forms;Finally,from the point of view of similar confusing forms of liability,the paper discusses the unlimited liability of shareholders under the system of disregard of corporate personality.First,the author points out the principle and method of distinguishing the responsibility of fleeing investment and shareholder unlimited liability,and then discusses the recognition of unlimited liability of shareholders under the system of denial of constitutionality.In the article,a great deal of research on the scholars'viewpoints,the exposition of the foreign legal system and the analysis of the judicatory case of our country' s judicial cases are carried out in order to suit the trends of the academic research.